As filed with the Securities and Exchange Commission on October 24, 2016

Registration No. 333-213370

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

Amendment No. 2 to
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

FIRST BANCORP

(Exact name of issuer as specified in its charter)

 

North Carolina		6022		56-1421916
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

First Bancorp 300 SW Broad Street Southern Pines, North Carolina 28387 (910) 246-2500		Richard H. Moore Chief Executive Officer 300 SW Broad Street Southern Pines, North Carolina 28387 (910) 246-2500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Neil E. Grayson, Esq. B.T. Atkinson, Esq. Nelson Mullins Riley & Scarborough LLP 104 S. Main Street, Suite 900 Greenville, South Carolina 29601 (864) 250-2235		Todd H. Eveson, Esq. Jonathan A. Greene, Esq. Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 (919) 882-7153

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o		Accelerated filer           x
Non-accelerated filer  o (Do not check if a smaller reporting company)		Smaller reporting company  o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, no par value			3,799,998	(1)			Not Applicable			$	72,106,403.00	(2)		$	7,261.11	(3)

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

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The information in this document is not complete and may be changed. We may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION DATED OCTOBER 26, 2016

PROXY STATEMENT		PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholder of Carolina Bank Holdings, Inc.:

These materials are a proxy statement of Carolina Bank Holdings, Inc. (“CLBH”), and a prospectus of First Bancorp (the “Registrant” or “First Bancorp”). They are furnished to you in connection with the notice of special meeting of CLBH shareholders to be held on December 20, 2016. At the special meeting of CLBH shareholders, you will be asked to vote on the merger of CLBH with and into First Bancorp described in more detail herein and to approve, on a non-binding advisory basis, the compensation that certain executive officers of CLBH will receive in connection with the merger pursuant to existing agreements or arrangements with CLBH.

As of October 21, 2016, the record date for the CLBH shareholders meeting, there were 5,045,358 shares of common stock outstanding and entitled to vote at that meeting. Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of CLBH common stock. Approval of the merger-related compensation proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. You will also be asked to vote on a proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement, which proposal will be approved if the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal.

Subject to the election procedures described in this document, in connection with the merger if approved and consummated, holders of CLBH common stock will be entitled to receive, in exchange for each share of CLBH common stock, consideration equal to either (i) 1.002 shares of First Bancorp common stock, or (ii) $20.00 in cash, without interest; provided, that the total merger consideration shall be prorated as necessary to ensure that 25% of the total outstanding shares of CLBH common stock will be exchanged for cash and 75% of the total outstanding shares of CLBH common stock will be exchanged for shares of First Bancorp common stock.

As a result, a maximum of 3,799,998 shares of First Bancorp common stock will be issued to CLBH shareholders if the merger is approved and consummated. This document is a First Bancorp prospectus with respect to the offering and issuance of such shares of First Bancorp common stock.

First Bancorp’s common stock trades on The NASDAQ Global Select Market under the ticker symbol “FBNC”. CLBH’s common stock trades on The NASDAQ Global Market under the ticker symbol “CLBH”.

The accompanying materials contain information regarding the proposed merger and the companies participating in the merger, and the Agreement and Plan of Merger and Reorganization pursuant to which the merger will be consummated if approved. We encourage you to read the entire document carefully, including “Risk Factors” section beginning on page 23 for a discussion of the risks related to the proposed merger.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), nor any state securities commission or any other bank regulatory agency has approved or disapproved of the securities to be issued in the merger or passed upon the accuracy or adequacy of the disclosures in this document. Any representation to the contrary is a criminal offense. Shares of common stock of First Bancorp are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the FDIC or any other governmental agency.

The date of these materials is October 26, 2016, and they are expected to be first mailed to
CLBH shareholders on or about November 3, 2016.

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WHERE YOU CAN FIND MORE INFORMATION

Both First Bancorp and CLBH are subject to the information requirements of the Securities Exchange Act of 1934, as amended, which means that they are both required to file certain reports, proxy statements, and other business and financial information with the Securities and Exchange Commission (“SEC”). You may read and copy any materials that either First Bancorp or CLBH files with the SEC at the Public Reference Room of the SEC at 100 F Street N.E., Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov where you can access reports, proxy, information and registration statements, and other information regarding registrants that file electronically with the SEC. Such filings are also available free of charge at First Bancorp’s website at http://investor.localfirstbank.com under the “SEC Filings” link or from CLBH’s website at http://www.carolinabank.com under the “Investor Relations” heading. Except as specifically incorporated by reference into this document, information on those websites or filed with the SEC is not part of this document.

First Bancorp has filed a registration statement on Form S-4 of which this document forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference documents that First Bancorp and CLBH have previously filed, and that they may file through the date of the special meeting of CLBH shareholders, with the SEC. They contain important business information about the companies and their financial condition. For further information, please see the section entitled “Incorporation of Certain Documents by Reference” on page 84. These documents are available without charge to you upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

First Bancorp 300 SW Broad Street Southern Pines, North Carolina 28387 Attention: Investor Relations (910) 246-2500		Carolina Bank Holdings, Inc. 101 North Spring Street Greensboro, North Carolina 27401 Attention: Investor Relations (336) 288-1898

To obtain timely delivery of these documents, you must request the information no later than December 13, 2016 in order to receive them before CLBH’s special meeting of shareholders.

First Bancorp common stock is traded on The NASDAQ Global Select Market under the ticker symbol “FBNC”, and CLBH common stock is traded on The NASDAQ Global Market under the ticker symbol “CLBH.”

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CAROLINA BANK HOLDINGS, INC.

101 North Spring Street
Greensboro, North Carolina 27401

 

Notice of Special Meeting of Shareholders
To Be Held On December 20, 2016

 

NOTICE is hereby given that a Special Meeting of Shareholders of Carolina Bank Holdings, Inc. will be held as follows:

Place:		Carolina Bank Corporate Headquarters 101 North Spring Street, 3rd Floor Greensboro, North Carolina 27401
Date:		December 20, 2016
Time:		4:00 P.M.

The purposes of the meeting are:

If CLBH shareholders approve the merger agreement, CLBH will be merged with and into First Bancorp. Unless adjusted pursuant to the terms of the merger agreement, CLBH shareholders may elect to receive shares of First Bancorp common stock or cash in exchange for each of their shares of CLBH common stock in the merger on the following basis:

provided, that the total merger consideration shall be prorated as necessary to ensure that 25% of the total outstanding shares of CLBH common stock will be exchanged for cash and 75% of the total outstanding shares of CLBH common stock will be exchanged for shares of First Bancorp common stock. If the aggregate cash elections are greater than the maximum, all such cash elections will be subject to proration, and, if the aggregate stock elections are greater than the maximum, all such stock elections will be subject to proration, all as more fully explained under the heading “Proposal No. 1 — The Merger-The Merger Consideration” (page 47).

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Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of CLBH common stock entitled to vote at the special meeting. Approval of the merger-related compensation proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. Approval of the adjournment proposal requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions from voting and broker non-votes will be included in determining whether a quorum is present and will have the effect of a vote against the merger agreement.

Only shareholders of record of CLBH common stock at the close of business on October 21, 2016 will be entitled to vote at the special meeting or any adjournments thereof. CLBH’s Board of Directors has adopted a resolution approving the merger and the merger agreement and unanimously recommends that you vote “FOR” the proposal to approve the merger agreement, “FOR” the merger-related compensation proposal, and “FOR” the adjournment proposal.

Business and financial information about CLBH is available without charge to you upon written or oral request made to T. Allen Liles, Chief Financial Officer, Carolina Bank Holdings, Inc., 101 North Spring Street, Greensboro, North Carolina 27401, telephone number (336) 286-8746. To obtain delivery of such business and financial information before the special meeting, your request must be received no later than December 13, 2016.

YOUR VOTE IS VERY IMPORTANT.  You can vote your shares over the internet or by telephone. If you requested or received a paper proxy card or voting instruction form by mail, you may also vote by signing, dating and returning your proxy card or voting instruction form. If you are the record holder of the shares, you may change your vote by: (1) if you voted over the internet or by telephone, voting again over the internet or by telephone by the applicable deadline described herein; (2) if you previously completed and returned a proxy card, submitting a new proxy card with a later date and returning it to CLBH prior to the vote at the special meeting; (3) submitting timely written notice of revocation to our Corporate Secretary, at Carolina Bank Holdings, Inc., 101 North Spring Street, Greensboro, North Carolina 27401 at any time prior to the vote at the special meeting; or (4) attending the special meeting in person and voting your shares at the special meeting. If your shares are held in street name, you may change your vote by submitting new voting instructions to your brokerage firm, bank or other similar entity or, if you have obtained a legal proxy from your brokerage firm, bank, or other similar entity giving you the right to vote your shares, you may change your vote by attending the special meeting and voting in person.

		By Order of the Board of Directors,
November 3, 2016 Greensboro, North Carolina		Robert T. Braswell President and Chief Executive Officer

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		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER			2
SUMMARY			5
The Companies			5
The Merger Agreement			6
Special Shareholders’ Meeting			10
SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF FIRST BANCORP			12
SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF CLBH			14
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			16
COMPARATIVE PER COMMON SHARE DATA			22
RISK FACTORS			23
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			26
THE CLBH SPECIAL SHAREHOLDERS’ MEETING			28
PROPOSAL NO. 1 — THE MERGER			31
Background of the Merger			31
CLBH’s Reasons for the Merger and Recommendation of the CLBH Board of Directors			34
Opinion of CLBH’s Financial Advisor			36
The Merger Consideration			47
The Merger Agreement			48
Interests of the Directors and Officers of CLBH and Carolina Bank in the Merger			55
Merger-Related Compensation for CLBH’s Named Executive Officers			63
Differences in Legal Rights between Shareholders of CLBH and First Bancorp			65
Dividends			71
Accounting Treatment			71
Regulatory Approvals			72
No Dissenters’ Rights in the Merger			72
Material U.S. Federal Income Tax Consequences and Opinion of Tax Counsel			72
The Merger			73
Consequences to First Bancorp and CLBH			73
Consequences to Shareholders			73
PROPOSAL NO. 2 — ADVISORY VOTE ON MERGER-RELATED COMPENSATION			76
PROPOSAL NO. 3 — ADJOURNMENT OR POSTPONEMENT OF THE MEETING			77
OTHER MATTERS			77
INFORMATION ABOUT FIRST BANCORP CAPITAL STOCK			78
General			78
Securities			78
INFORMATION ABOUT CAROLINA BANK HOLDINGS, INC.			81
INTERESTS OF CERTAIN PERSONS IN THE MERGER			81
Beneficial Ownership of CLBH Common Stock			82

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		Page
LEGAL MATTERS			83
EXPERTS			83
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			84
Appendix A — Agreement and Plan of Merger and Reorganization			A-1
Appendix B — Fairness Opinion of Sandler O’Neill & Partners, L.P.			B-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are some questions that you may have about the merger and the CLBH special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this document because the information in this section does not provide all of the information that might be important to you with respect to the merger and the CLBH special meeting. Additional important information is also contained in the documents incorporated by reference into this document. See “Where You Can Find More Information” and “Incorporation of Certain Documents By Reference” on page 84.

To review what you will receive in the merger in greater detail, see “Proposal No. 1 — The Merger-The Merger Consideration” beginning on page 47.

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If you vote using one of the methods described below, you will be designating Donald H. Allred, Abby Donnelly and James E. Hooper as your proxies to vote your shares as you instruct. If you vote without giving specific voting instructions, these individuals will vote your shares by following the recommendations of the CLBH Board of Directors. If any other business properly comes before the special meeting, these individuals will vote on those matters in their discretion.

Registered Holder:  You do not have to attend the special meeting to vote. The CLBH Board of Directors is soliciting proxies so that you can vote before the special meeting. Even if you currently plan to attend the special meeting, we recommend that you vote by proxy before the special meeting so that your vote will be counted if you later decide not to attend. However, if you attend the special meeting and vote your shares by ballot, your vote at the special meeting will revoke any vote you submitted previously by proxy. If you are the record holder of your shares, there are three ways you can vote by proxy:

Street Holder:  If your shares are held in street name, you may vote your shares before the special meeting by mail, by completing, signing, and returning the voting instruction form you received from your brokerage firm, bank or other similar entity. You should check your voting instruction form to see if any alternative method, such as internet or telephone voting, is available to you.

If you hold your shares of CLBH common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

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SUMMARY

This summary highlights material information from these materials regarding the proposed merger. For a more complete description of the terms of the proposed merger, you should carefully read this entire document and the documents incorporated by reference into this document. The Agreement and Plan of Merger and Reorganization, which is the legal document that governs the proposed merger, is in Appendix A to these materials. In addition, the sections entitled “Where You Can Find More Information,” in the forepart of this document and “Incorporation of Certain Documents By Reference” on page 84, contain references to additional sources of information about First Bancorp and CLBH.

First Bancorp
300 SW Broad Street
Southern Pines, North Carolina 28387
(910) 246-2500

First Bancorp is the sixth largest bank holding company headquartered in North Carolina. At June 30, 2016, First Bancorp had total consolidated assets of $3.47 billion, total loans of $2.60 billion, total deposits of $2.87 billion and shareholders’ equity of $362 million. First Bancorp conducts substantially all of its operations through its wholly-owned North Carolina bank subsidiary, First Bank (“First Bank”), which as of June 30, 2016, operated 88 branches covering a geographical area from Florence, South Carolina to the southeast, to Wilmington, North Carolina to the east, to Kill Devil Hills, North Carolina to the northeast, to Mayodan, North Carolina to the north, and to Asheville, North Carolina to the west.

First Bancorp engages in a full range of banking activities, with the acceptance of deposits and the making of loans being its most basic activities. First Bancorp offers deposit products such as checking, savings, and money market accounts, as well as time deposits, including various types of certificates of deposits (CDs) and individual retirement accounts (IRAs). First Bancorp provides loans for a wide range of consumer and commercial purposes, including loans for business, agriculture, real estate, personal uses, home improvement and automobiles. First Bancorp also offers credit cards, debit cards, letters of credit, safe deposit box rentals and electronic funds transfer services, including wire transfers. In addition, First Bancorp offers internet banking, mobile banking, cash management and bank-by-phone capabilities to its customers, and is affiliated with ATM networks that give its customers access to 67,000 ATMs, with no surcharge fee. First Bancorp also offers a mobile check deposit feature for its mobile banking customers that allows them to securely deposit checks via their smartphone. For its business customers, First Bancorp offers remote deposit capture, which provides them with a method to electronically transmit checks received from customers into their bank account without having to visit a branch. First Bancorp is a member of the Certificate of Deposit Account Registry Service, which gives its customers the ability to obtain FDIC insurance on deposits of up to $50 million, while continuing to work directly with their local First Bank branch.

First Bank was organized in 1934 and began banking operations in 1935 as First Bank of Montgomery, named for the county in which it operated. First Bancorp was incorporated in North Carolina on December 8, 1983, as Montgomery Bancorp, for the purpose of acquiring 100% of the outstanding common stock of Bank of Montgomery through a stock-for-stock exchange. In 1985, Bank of Montgomery changed its name to First Bank, and on December 31, 1986, Montgomery Bancorp changed its name to First Bancorp to conform to the name of its banking operations, First Bank.

Until September 2013, First Bank’s main office was in Troy, North Carolina, located in the center of Montgomery County. In September 2013, First Bancorp and First Bank moved their main offices approximately 45 miles to Southern Pines, North Carolina, in Moore County. First Bancorp’s principal executive offices are located at 300 SW Broad Street, Southern Pines, North Carolina 28387, and its telephone number is (910) 246-2500. Its website is http://www.localfirstbank.com. Information on First Bancorp’s website is not incorporated into this document by reference and is not a part hereof.

For a complete description of First Bancorp’s business, financial condition, results of operations and other important information, please refer to First Bancorp’s filings with the SEC that are incorporated by reference in this document, including its Annual Report on Form 10-K for the year ended December 31, 2015 and its

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quarterly report on Form 10-Q for the quarter ended June 30, 2016. For instructions on how to find copies of these documents, see “Where You Can Find More Information”.

Carolina Bank Holdings, Inc.
101 North Spring Street
Greensboro, North Carolina 27401
(336) 288-1898

CLBH was incorporated as a North Carolina corporation on August 16, 2000 and is the holding company for Carolina Bank, a full-service, North Carolina-chartered community bank operating in the Piedmont Triad region of North Carolina. CLBH is headquartered in Greensboro, the third-largest city in North Carolina, and conducts business through eight full-service banking offices located in Greensboro (three), Asheboro, Burlington, High Point and Winston-Salem (two) and loan production offices in Burlington, Chapel Hill, Pinehurst and Sanford. Carolina Bank commenced operations in November 1996 and reorganized into the holding company form of organization during the third quarter of 2000.

Carolina Bank engages in a general banking business in Guilford, Alamance, Randolph and Forsyth Counties, North Carolina. Its operations are primarily commercially oriented and directed to individuals and small- to medium-sized businesses. Its deposits and loans are derived primarily from customers in its market area. Carolina Bank offers a range of banking products, including real estate, industrial, consumer and commercial loans, as well as a full array of deposit products, including checking, savings and money market accounts and certificates of deposit. The bank started a mortgage banking division in 2007 to originate residential loans through third-party brokers and banks and to sell these loans at a profit to institutional investors. A retail loan production office was added to the mortgage loan division in 2010 and expanded to three retail loan production offices in addition to loan officers in five of the bank’s branch offices. The mortgage banking division originated approximately $672 million and $574 million in loans held for sale during 2015 and 2014, respectively, and $249.8 million in loans held for sale for the six months ended June 30, 2016. At June 30, 2016, CLBH had consolidated total assets of $706.5 million, including net loans held for investment of $471.2 million and loans held for sale of $57.4 million. Total deposits were $599.1 million as of June 30, 2016.

For a complete description of CLBH’s business, financial condition, results of operations and other important information, please refer to CLBH’s filings with the SEC that are incorporated by reference in this proxy statement/prospectus, including its Annual Report on Form 10-K for the year ended December 31, 2015 and its quarterly report on Form 10-Q for the quarter ended June 30, 2016. For instructions on how to find copies of these documents, see “Where You Can Find More Information”.

If CLBH shareholders approve the merger agreement, subject to receipt of the required regulatory approvals and satisfaction of the other closing conditions, CLBH will be merged with and into First Bancorp. CLBH shareholders may elect to receive shares of First Bancorp common stock or cash in exchange for each of their shares of CLBH common stock in the merger on the following basis:

provided, that the total merger consideration shall be prorated as necessary to ensure that 25% of the total outstanding shares of CLBH common stock will be exchanged for cash and 75% of the total outstanding shares of CLBH common stock will be exchanged for shares of First Bancorp common stock. You may elect any combination of stock or cash for all of your CLBH shares. If the aggregate cash elections are greater than the maximum, all such cash elections will be subject to proration, and, if the aggregate stock elections are greater than the maximum, all such stock elections will be subject to proration.

You will also receive a cash payment, without interest, for the value of any fraction of a share of First Bancorp common stock that you would otherwise be entitled to receive in an amount equal to such fractional part of a share of First Bancorp common stock multiplied by the volume weighted average price (rounded up to the nearest cent) of First Bancorp common stock on The NASDAQ Global Select Market during the

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20 consecutive full trading days ending on the fifth business day immediately prior to the later of (i) the effective date of the last required consent of any regulatory authority having authority over and approving or exempting the merger and (ii) the date of the receipt of the approval of the CLBH shareholders to the merger.

Following the merger, CLBH’s subsidiary, Carolina Bank, will be merged with and into First Bank, First Bancorp’s wholly-owned North Carolina bank subsidiary, and First Bank will be the surviving bank.

The merger agreement is attached as Appendix A and is incorporated into this proxy statement/prospectus by reference. We encourage you to read the merger agreement carefully as it is the legal document that governs the merger.

CLBH’s Reasons for the Merger and Recommendation of the CLBH Board of Directors (see page 34)

The Board of Directors of CLBH unanimously supports the merger and believes that it is in the best interests of CLBH and its shareholders. The Board of Directors of CLBH believes that the merger will allow CLBH to better serve its customers and markets and that a merger with a financial institution with greater size, expanded product offerings and a more liquid stock would better maximize the long-term value for CLBH shareholders. The Board of Directors believes that the terms of the merger are fair to and in the best interest of CLBH and its shareholders.

Accounting Treatment (see page 71)

The merger will be accounted for as a purchase of a business for financial reporting and accounting purposes under generally accepted accounting principles in the United States.

Conditions, Termination, and Effective Date (see page 50)

The merger will not occur unless certain conditions are met, and First Bancorp or CLBH can terminate the merger agreement if specified events occur or fail to occur. Following the merger, CLBH’s subsidiary, Carolina Bank, will be merged into First Bancorp’s North Carolina bank subsidiary, First Bank.

The merger and the bank merger must be approved by the Board of Governors of the Federal Reserve System and the North Carolina Commissioner of Banks. As of the date of this proxy statement/prospectus, First Bancorp has filed the applications and notifications to obtain the required regulatory approvals.

The closing of the merger will not occur until after the merger is approved by the foregoing regulators and by the CLBH shareholders, the other conditions to closing have been satisfied, and the articles of merger are filed as required under North Carolina law.

U.S. Federal Income Tax Consequences (see page 72)

CLBH’s shareholders generally will not recognize gain or loss for U.S. federal income tax purposes on the receipt of shares of First Bancorp common stock in the merger in exchange for the shares of CLBH common stock surrendered. CLBH shareholders will be taxed, however, on any cash consideration they receive in the merger, including any cash they receive in lieu of fractional shares of First Bancorp common stock. First Bancorp shareholders will have no direct tax consequences as a result of the merger. Tax matters are complicated, and the tax consequences of the merger may vary among CLBH shareholders. We urge each CLBH shareholder to contact his, her or its own tax advisor to fully understand the tax implications of the merger.

Opinion of CLBH’s Financial Advisor (see page 36 and Appendix B)

Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”), a nationally recognized investment banking firm retained by CLBH, has rendered an opinion to the Board of Directors of CLBH to the effect that, based on and subject to the procedures followed, matters considered, and limitations set forth in its written opinion, as of the date of its opinion, the merger consideration was fair from a financial point of view to the common shareholders of CLBH. A summary of Sandler O’Neill’s opinion begins on page 36 and the full opinion is attached as Appendix B to these materials.

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First Bancorp’s common stock trades on The NASDAQ Global Select Market under the ticker symbol “FBNC”. CLBH’s common stock trades on The NASDAQ Global Market under the ticker symbol “CLBH”. The following table sets forth, for the periods indicated, the high, low and closing sales prices per share of First Bancorp’s and CLBH’s common stock as quoted on NASDAQ. First Bancorp paid quarterly dividends as shown below.

		First Bancorp Common Stock																CLBH Common Stock
		High				Low				Close				Dividend				High				Low				Close				Dividend
2016
Fourth Quarter (through October 21, 2016)		$	20.36			$	19.50			$	20.21			$	—			$	20.00			$	19.51			$	19.81			$	—
Third Quarter			20.33				17.42				19.79				0.08				19.86				17.74				19.51				—
Second Quarter			21.94				17.15				17.58				0.08				18.91				15.01				17.48				—
First Quarter			19.59				17.83				18.85				0.08				18.42				13.04				16.80				—
2015																															—
Fourth Quarter			19.92				16.01				18.74				0.08				18.49				12.82				18.44				—
Third Quarter			17.86				16.01				17.00				0.08				13.87				12.00				12.99				—
Second Quarter			17.85				15.18				16.68				0.08				12.98				9.65				12.12				—
First Quarter			18.64				15.00				17.56				0.08				10.20				9.30				9.65				—
2014
Fourth Quarter			18.86				15.55				18.47				0.08				10.00				9.14				9.65				—
Third Quarter			18.82				15.87				16.02				0.08				10.88				9.60				9.90				—
Second Quarter			19.25				16.48				18.35				0.08				10.97				9.00				9.77				—
First Quarter			19.65				15.91				19.00				0.08				10.73				9.56				10.25				—

The closing sales price of First Bancorp common stock as of June 21, 2016, the last trading day before the merger agreement was announced, was $18.98. The closing sales price of First Bancorp common stock as of October 21, 2016, the most recent date feasible for inclusion in these materials, was $20.21. The closing sales price of CLBH common stock as of June 21, 2016, the last trading day before the merger agreement was announced, was $15.97. The closing sales price of CLBH common stock as of October 21, 2016, the most recent date feasible for inclusion in these materials, was $19.81.

Because the exchange ratio is fixed and because the market price of First Bancorp common stock is subject to fluctuation, the market value of the shares of First Bancorp common stock that CLBH shareholders may receive in the merger may increase or decrease prior to and following the merger. CLBH shareholders are urged to obtain current market quotations for First Bancorp common stock, which are available at www.nasdaq.com.

The value of one share of CLBH common stock exchanged for cash is fixed at $20.00.

As of October 21, 2016, there were approximately 1,065 record shareholders of CLBH’s common stock.

First Bancorp intends to continue paying cash dividends, but the amount and frequency of cash dividends, if any, will be determined by First Bancorp’s Board of Directors after consideration of certain non-financial and financial factors including earnings, capital requirements, and the financial condition of First Bancorp, and will depend on cash dividends paid to it by its subsidiary bank. The ability of First Bancorp’s subsidiary bank to pay dividends to it is restricted by certain regulatory requirements.

No cash dividends were declared or paid on CLBH’s common stock in 2014, 2015, or the first three quarters of 2016 and CLBH does not currently anticipate that any dividends will be declared or paid on its common stock in the near future.

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Following the merger you will no longer be a CLBH shareholder and, if you receive shares of First Bancorp common stock following the merger, your rights as a shareholder will no longer be governed by CLBH’s articles of incorporation and bylaws. You will be a First Bancorp shareholder, and your rights as a First Bancorp shareholder will be governed by First Bancorp’s articles of incorporation and bylaws. Your former rights as a CLBH shareholder and your new rights as a First Bancorp shareholder are different in certain ways, including the following:

The directors and officers of CLBH have interests in the merger in addition to their interests as shareholders generally, including the following:

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CLBH shareholders are not entitled to appraisal or dissenters’ rights under North Carolina law in connection with the merger because CLBH common stock was listed on The NASDAQ Global Market on the record date for the special meeting.

Date, Time, and Place

The special meeting of shareholders of CLBH will be held on December 20, 2016 at 4:00 P.M., at the main office of Carolina Bank, 101 North Spring Street, Greensboro, North Carolina 27401. At the special meeting, CLBH shareholders will be asked to:

Record Date and Shares Entitled to Vote

You are entitled to vote at the CLBH shareholders’ meeting if you owned shares of CLBH common stock on October 21, 2016. As of this date, 5,045,358 shares of CLBH common stock were outstanding and entitled to vote at the special meeting.

Support Agreements

As of the record date, directors and executive officers of CLBH and their affiliates beneficially owned and were entitled to vote approximately 420,352 shares of CLBH common stock, representing approximately 8.33% of the shares of CLBH common stock outstanding on that date. All of the directors of CLBH have agreed to vote their shares in favor of the merger agreement; provided that such voting support agreements terminate in the event that the merger agreement is terminated in accordance with its terms or the CLBH Board of Directors withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party.

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Director Non-Compete Agreements

Simultaneously with the execution of the merger agreement, each of CLBH’s directors entered into a Director Non-Compete Agreement with First Bancorp. The Director Non-Compete Agreements contain provisions related to non-disclosure of confidential information, non-recruitment of employees, non-solicitation of customers, and non-competition.

Solicitation of Proxies

CLBH is soliciting your proxy in conjunction with the merger. CLBH will bear the entire cost of soliciting proxies from you. In addition to solicitation of proxies by mail, CLBH will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of CLBH common stock and secure their voting instructions. CLBH will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, CLBH may use its directors and several of its regular employees, who will not be specially compensated, to solicit proxies from the CLBH shareholders, either personally or by telephone, facsimile, letter or electronic means.

Vote Required

As of the record date, 5,045,358 shares of CLBH common stock were issued and outstanding, each of which is entitled to one vote per share. Abstentions from voting and broker non-votes will be included in determining whether a quorum is present and will have the effect of a vote against the merger agreement.

Approval by holders of a majority of the shares of CLBH common stock outstanding on the record date is required to approve the merger agreement. Your failure to vote your shares (including your failure to instruct your broker to vote your shares) or your abstaining from voting will have the same effect as a vote against the merger agreement. The CLBH Board of Directors has unanimously adopted and approved the merger agreement and unanimously recommends that CLBH shareholders vote “FOR” the approval of the merger agreement.

As referenced above, all of the directors of CLBH have agreed to vote their shares in favor of the merger agreement; provided that such voting support agreements terminate in the event that the CLBH Board of Directors withdraws its recommendation in favor of the merger or approves or recommends an acquisition proposal from another party. As of the record date, CLBH’s directors owned 354,285 shares, or 7.02%, of outstanding CLBH common stock (excluding shares underlying options).

The approval, on a non-binding advisory basis, of the proposal regarding compensation that certain executive officers of CLBH will receive under existing agreements or arrangements with CLBH in connection with the merger requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. The CLBH Board of Directors unanimously recommends that CLBH shareholders vote “FOR” the approval of the compensation payable under existing agreements that certain of its officers will receive from CLBH in connection with the merger.

Approval of the merger agreement and approval of the compensation payable under existing agreements that certain CLBH officers will receive in connection with the merger are subject to separate votes of the CLBH shareholders, and approval of the compensation is not a condition to completion of the merger.

The approval of the proposal to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement requires that the number of votes cast at the special meeting, in person or by proxy, in favor of the proposal exceeds the number of votes cast against the proposal. The CLBH Board of Directors unanimously recommends that shareholders vote “FOR” this proposal.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF FIRST BANCORP

We are providing the following information to help you analyze the financial aspects of the merger. The following tables set forth summary historical operations and financial condition data and summary performance, asset quality and other information of First Bancorp at and for the periods indicated. You should read this data in conjunction with First Bancorp’s consolidated financial statements and notes thereto incorporated herein by reference from First Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015 and First Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. Financial amounts as of and for the six months ended June 30, 2016 and 2015 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of First Bancorp believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2016 and 2015 indicate results for any future period.

		At and for the Six Months Ended June 30,								At and for the Years Ended December 31,
		2016				2015				2015				2014				2013				2012				2011
		(in thousands, except per share data)
STATEMENTS OF INCOME
Interest income		$	65,442			$	62,718			$	126,655			$	139,832			$	147,511			$	152,520			$	155,768
Interest expense			3,709				3,410				6,908				8,223				10,985				17,320				23,565
Net interest income			61,733				59,308				119,747				131,609				136,526				135,200				132,203
Provision (reversal) for loan losses			(23	)			677				(780	)			10,195				30,616				79,672				41,301
Net interest income after provision for loan losses			61,756				58,631				120,527				121,414				105,910				55,528				90,902
Noninterest income			10,921				9,533				18,764				14,368				23,489				1,389				26,216
Noninterest expense			50,920				48,014				98,131				97,251				96,619				97,275				96,106
Net income before income taxes			21,757				20,150				41,160				38,531				32,780				(40,358	)			21,012
Income tax expense (benefit)			7,281				6,918				14,126				13,535				12,081				(16,952	)			7,370
Net income			14,476				13,232				27,034				24,996				20,699				(23,406	)			13,642
Preferred stock dividends and discount accretion			117				429				603				868				895				2,809				6,166
Net income available to common shareholders		$	14,359			$	12,803			$	26,431			$	24,128			$	19,804			$	(26,215	)		$	7,476
COMMON AND PER SHARE DATA
Net income (loss) per common share:
Basic		$	0.72			$	0.65			$	1.34			$	1.22			$	1.01			$	(1.54	)		$	0.44
Diluted			0.70				0.63				1.30				1.19				0.98				(1.54	)			0.44
Cash dividends declared per common share			0.16				0.16				0.32				0.32				0.32				0.32				0.32
Stated book value – common			17.64				16.51				16.96				16.08				15.30				14.51				16.66
Tangible book value – common		$	13.80			$	13.10			$	13.56			$	12.63			$	11.81			$	11.00			$	12.53
Outstanding common shares			20,087,942				19,780,017				19,747,509				19,709,881				19,679,659				19,669,302				16,909,820
Weighted average basic common shares			19,852,580				19,750,316				19,767,470				19,699,801				19,675,597				17,049,513				16,856,072
Weighted average diluted common shares			20,627,012				20,481,466				20,499,727				20,434,007				20,404,303				17,049,513				16,883,244
Dividend payout ratio – basic			22.22	%			24.62	%			23.88	%			26.23	%			31.68	%			-20.78	%			72.73	%
PERIOD-END BALANCES
Total assets		$	3,466,546			$	3,211,519			$	3,362,065			$	3,218,383			$	3,185,070			$	3,244,910			$	3,290,474
Investment securities – carrying value			361,835				379,695				320,224				336,705				223,142				223,416				240,614
Total loans			2,598,134				2,412,779				2,518,926				2,396,174				2,463,194				2,376,457				2,430,386
Deposits			2,872,020				2,653,127				2,811,285				2,695,906				2,751,019				2,821,360				2,755,037
Borrowings			206,394				176,394				186,394				116,394				46,394				46,394				133,925
Shareholders’ equity			361,614				365,389				342,190				387,699				371,922				356,117				345,150

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		At and for the Six Months Ended June 30,								At and for the Years Ended December 31,
		2016				2015				2015				2014				2013				2012				2011
		(in thousands, except per share data)
AVERAGE BALANCES
Total assets		$	3,352,984			$	3,196,920			$	3,230,302			$	3,219,915			$	3,208,458			$	3,311,289			$	3,315,045
Interest-earning assets			3,046,867				2,906,251				2,936,624				2,907,098				2,805,112				2,857,541				2,834,938
Investment securities – carrying value			359,213				349,190				348,630				221,732				229,969				217,689				233,144
Total loans			2,547,054				2,390,403				2,434,602				2,434,331				2,419,679				2,436,997				2,461,995
Deposits			2,790,648				2,668,311				2,687,381				2,723,758				2,779,032				2,809,357				2,758,022
Borrowings			186,504				118,715				149,792				99,380				46,394				119,541				122,743
Shareholders’ equity			354,035				393,436				376,287				383,055				362,770				345,981				353,588
SELECT PERFORMANCE RATIOS
Return on average assets(1)			0.86	%			0.81	%			0.82	%			0.75	%			0.62	%			-0.79	%			0.23	%
Return on average common equity(2)			8.33	%			7.98	%			8.04	%			7.73	%			6.78	%			-9.29	%			2.59	%
Net interest margin –  tax-equivalent(3)			4.14	%			4.17	%			4.13	%			4.58	%			4.92	%			4.78	%			4.72	%
CAPITAL RATIOS
Shareholders’ equity as a percentage of assets			10.43	%			11.38	%			10.18	%			12.05	%			11.68	%			10.97	%			10.49	%
Tangible common equity to tangible assets			8.18	%			8.24	%			8.13	%			7.90	%			7.46	%			6.81	%			6.58	%
Common equity Tier 1 to Tier 1 risk weighted assets			11.09	%			11.44	%			11.22	%			11.17	%			10.34	%			10.04	%			10.36	%
Tier 1 risk-based capital			13.08	%			14.97	%			13.30	%			16.35	%			15.53	%			15.39	%			15.46	%
Total risk-based capital			14.10	%			16.23	%			14.45	%			17.60	%			16.79	%			16.65	%			16.72	%
Tier 1 leverage			10.38	%			11.29	%			10.38	%			11.61	%			11.18	%			10.24	%			10.21	%
ASSET QUALITY INFORMATION
Nonperforming assets – Total		$	77,852			$	99,369			$	89,293			$	114,011			$	152,588			$	202,351			$	263,271
Nonperforming assets –  Non-covered			69,828				86,136				77,193				95,330				81,965				106,105				122,309
Nonperforming assets to total assets			2.25	%			3.09	%			2.66	%			3.54	%			4.79	%			6.24	%			8.00	%
Nonperforming assets to total assets – non-covered			2.06	%			2.78	%			2.37	%			3.09	%			2.78	%			3.64	%			4.30	%
Net loan charge-offs to average total loans			0.20	%			0.78	%			0.46	%			0.74	%			1.18	%			3.06	%			2.00	%
Net loan charge-offs to average total loans – non-covered			0.35	%			0.83	%			0.58	%			0.65	%			0.72	%			3.02	%			1.52	%
Allowance for loan losses to total loans			1.00	%			1.33	%			1.13	%			1.70	%			1.97	%			1.95	%			1.70	%
Allowance for loan losses to total loans – non-covered			0.99	%			1.31	%			1.11	%			1.69	%			1.96	%			1.99	%			1.72	%
OTHER DATA
Number of full-service branches			88				87				88				87				96				97				97
Number of full-time equivalent employees			844				806				812				798				855				831				830

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF CLBH

We are providing the following information to help you analyze the financial aspects of the merger. The following tables set forth summary historical operations and financial condition data and summary performance, asset quality and other information of CLBH at and for the periods indicated. You should read this data in conjunction with CLBH’s Consolidated Financial Statements and notes thereto incorporated herein by reference from CLBH’s Annual Report on Form 10-K for the year ended December 31, 2015 and CLBH’s quarterly report on Form 10-Q for the quarter ended June 30, 2016. Financial amounts as of and for the six months ended June 30, 2016 and 2015 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of CLBH believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2016 and 2015 indicate results for any future period.

		At and for the Six Months Ended June 30,								At and for the Years Ended December 31,
		2016				2015				2015				2014				2013				2012				2011
		(in thousands, except per share data)
STATEMENTS OF INCOME
Interest income		$	13,227			$	13,053			$	26,370			$	26,448			$	26,071			$	29,393			$	30,790
Interest expense			1,427				1,378				2,725				3,191				3,756				5,206				6,695
Net interest income			11,800				11,675				23,645				23,257				22,315				24,187				24,095
Provision for loan losses			—				835				1,085				1,436				3,450				2,360				6,850
Net interest income after provision for loan losses			11,800				10,840				22,560				21,821				18,865				21,827				17,245
Noninterest income			5,558				7,411				13,643				9,413				14,334				19,650				11,182
Noninterest expense			14,084				13,643				27,934				27,004				27,620				30,243				25,473
Net income before income taxes			3,274				4,608				8,269				4,230				5,579				11,234				2,594
Income tax expense			930				1,313				2,502				884				1,569				3,732				557
Net income			2,344				3,295				5,767				3,346				4,010				7,502				2,397
Preferred stock dividends and discount accretion			—				341				341				933				1,082				1,226				1,174
Net income available to common shareholders		$	2,344			$	2,954			$	5,426			$	2,413			$	2,928			$	6,276			$	1,223
COMMON AND PER SHARE DATA
Net income per common share:
Basic		$	0.47			$	0.78			$	1.24			$	0.70			$	0.86			$	1.85			$	0.36
Diluted			0.46				0.70				1.17				0.70				0.85				1.85				0.36
Cash dividends declared per common share			—				—				—				—				—				—				—
Book value per common share			12.71				11.72				12.18				12.13				11.26				11.30				9.27
Outstanding common shares			5,043,108				4,986,380				5,021,330				3,434,680				3,428,776				3,387,045				3,387,045
Weighted average basic common shares			5,037,437				3,768,827				4,389,086				3,431,385				3,410,974				3,387,045				3,387,045
Weighted average diluted common shares			5,041,832				4,224,666				4,260,411				3,433,603				3,426,764				3,395,383				3,387,045
Dividend payout ratio			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
PERIOD-END BALANCES
Total assets		$	706,495			$	683,685			$	700,798			$	679,263			$	661,807			$	691,868			$	673,325
Investment securities available for sale, at fair value			45,610				48,198				47,360				51,200				62,016				42,036				42,208
Total loans, including loans held for sale			534,215				531,897				505,387				511,969				472,469				593,490				578,986
Deposits			599,148				592,719				607,307				594,898				579,097				590,925				596,639
Federal Home Loan Bank advances			12,627				2,733				2,681				2,785				2,885				15,982				3,075
Shareholders’ equity			64,120				58,460				61,139				52,655				49,604				53,862				46,558

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		At and for the Six Months Ended June 30,								At and for the Years Ended December 31,
		2016				2015				2015				2014				2013				2012				2011
		(in thousands, except per share data)
AVERAGE BALANCES
Total assets		$	704,553			$	690,984			$	689,842			$	664,812			$	671,529			$	671,376			$	668,753
Interest-earning assets			660,500				646,386				643,032				620,996				627,492				626,735				621,888
Investment securities at amortized cost			61,951				64,660				63,650				75,588				57,695				43,635				48,354
Total loans, including loans held for sale			506,673				521,815				517,535				501,695				482,876				545,747				541,644
Deposits			599,609				602,444				599,496				582,991				585,112				588,392				593,698
Federal Home Loan Bank advances			11,881				2,755				2,729				3,170				3,428				3,736				3,204
Other borrowings			19,657				19,800				19,739				20,902				23,207				22,672				22,209
Shareholders’ equity			62,664				58,593				59,279				50,898				52,887				50,095				45,333
SELECT PERFORMANCE RATIOS
Return on average assets			0.67	%			0.96	%			0.84	%			0.50	%			0.60	%			1.12	%			0.36	%
Return on average shareholders’ equity			7.52				11.34				9.73				6.57				7.58				14.98				5.29
Net interest margin			3.67				3.70				3.73				3.80				3.59				3.89				3.92
CAPITAL RATIOS
Average shareholders’ equity as a percentage of average assets			8.89	%			8.48	%			8.59	%			7.66	%			7.88	%			7.46	%			6.78	%
Shareholders’ equity as a percentage of assets			9.08				8.55				8.72				7.75				7.50				7.79				6.91
Tier 1 risk-based capital			12.68				11.74				12.66				11.43				11.21				11.11				9.63
Total risk-based capital			14.30				13.72				14.39				13.68				13.88				14.02				12.53
Tier 1 leverage			10.33				9.65				10.16				9.11				8.88				9.09				8.04
ASSET QUALITY INFORMATION
Allowance for loan losses		$	5,618			$	5,795			$	5,872			$	6,520			$	7,663			$	9,944			$	11,793
Nonaccrual loans			5,101				11,716				3,110				6,458				16,731				13,067				22,915
Nonperforming assets			9,313				17,068				7,702				12,068				19,060				19,007				29,643
Loans 90 days past due and still accruing interest			—				—				—				—				—				33				—
Net loans charged-off			254				1,560				1,733				2,579				5,731				4,209				7,416
Allowance for loan losses as a percentage of gross loans			1.05	%			1.09	%			1.16	%			1.27	%			1.62	%			1.68	%			2.04	%
Nonaccrual loans and loans 90 days past due and still accruing interest as a percentage of gross loans			1.01				2.25				.60				1.29				3.46				2.39				4.23
Nonperforming assets and loans 90 days past due and still accruing interest as a percentage of total assets			1.32				2.50				1.10				1.78				2.88				2.75				4.40
Net loans charged-off as a percentage of average gross loans			0.10				0.60				0.33				0.51				1.19				0.77				1.37
OTHER DATA
Number of full-service branches			8				8				8				8				8				8				8
Number of full-time equivalent teammates			189				192				192				189				202				208				174

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information and explanatory notes show the impact on the historical financial positions and results of operations of First Bancorp and CLBH and have been prepared to illustrate the effects of the merger involving First Bancorp and CLBH under the acquisition method of accounting with First Bancorp treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of CLBH, as of the effective date of the merger, will be recorded by First Bancorp at their respective fair values and the excess of the merger consideration over the fair value of CLBH’s net assets will be allocated to goodwill. The unaudited pro forma condensed combined income statements for the fiscal year ended December 31, 2015 and the six months ended June 30, 2016 are presented as if the merger had occurred on January 1, 2015. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the periods presented. The adjustments included in these unaudited pro forma condensed combined financial statements are preliminary and may be revised. The unaudited pro forma condensed combined financial information also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

As explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed.

The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2016

($ in thousands)		First Bancorp				CLBH				Pro Forma Adjustments				Notes				Pro Forma Combined
ASSETS
Cash & due from banks, noninterest-bearing		$	58,956				6,869				—								65,825
Due from banks, interest-bearing			189,404				64,199				(34,492	)			1				219,111
Federal funds sold			143				—				—								143
Total cash and cash equivalents			248,503				71,068				(34,492	)							285,079
Securities available for sale			219,762				45,610				—								265,372
Securities held to maturity			142,073				14,370				307				2				156,750
Loans and leases held for sale			4,104				57,432				—								61,536
Loans – noncovered			2,519,747				476,783				(10,119	)			3				2,986,411
Loans – covered by FDIC loss share agreement			78,387				—				—								78,387
Total Loans			2,598,134				476,783				(10,119	)							3,064,798
Allowance for loan losses – noncovered			(24,949	)			(5,618	)			5,618				4				(24,949	)
Allowance for loan losses – covered			(1,074	)			—				—								(1,074	)
Total allowance for loan losses			(26,023	)			(5,618	)			5,618								(26,023	)
Net loans			2,572,111				471,165				(4,501	)							3,038,775
Premises and equipment			76,991				18,618				(2,000	)			5				93,609
Other real estate			10,606				4,212				(1,376	)			6				13,442
Goodwill			73,541				—				30,234				7				103,775
Other intangible assets			3,612				—				7,138				8				10,750
FDIC indemnification asset			5,157				—				—								5,157
Other			110,086				24,020				(1,099	)			9				133,007
Total assets		$	3,466,546				706,495				(5,789	)							4,167,252
LIABILITIES
Deposits: Demand – noninterest-bearing		$	709,887				140,717				—								850,604
Interest-bearing			2,162,133				458,431				(315	)			10				2,620,249
Total deposits			2,872,020				599,148				(315	)							3,470,853
Securities sold under agreement to repurchase			—				47				—								47
Borrowings			160,000				12,627				—								172,627
Subordinated notes and debentures			46,394				19,610				(3,399	)			11				62,605
Other liabilities			26,518				10,943				—								37,461
Total liabilities			3,104,932				642,375				(3,714	)							3,743,593
SHAREHOLDERS’ EQUITY
Preferred stock			7,287				—				—								7,287
Common stock			139,832				5,043				61,582				12				206,457
Additional paid-in-capital			—				29,448				(29,448	)			13				—
Retained earnings			216,223				28,518				(33,098	)			14				211,643
Stock in directors’ rabbi trust			—				(2,015	)			—								(2,015	)
Directors’ deferred fee obligation			—				2,015				—								2,015
Accumulated other comprehensive income			(1,728	)			1,111				(1,111	)			15				(1,728	)
Total shareholders’ equity			361,614				64,120				(2,075	)							423,659
Total liabilities and shareholders’ equity		$	3,466,546				706,495				(5,789	)							4,167,252

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Unaudited Pro Forma Condensed Combined Statement of Income
For the Six Months Ended June 30, 2016

		First Bancorp				CLBH				Pro Forma Adjustments				Notes				First Bancorp and CLBH –  Pro Forma Combined
		($ in thousands, except per share data)
Interest income
Interest and fees on loans		$	60,382			$	11,983			$	—							$	72,365
Interest on investment securities
Taxable interest income			3,784				717				(31	)			16				4,470
Tax exempt interest income			877				233				—								1,110
Other, principally overnight investments			399				294				(345	)			17				348
Total interest income			65,442				13,227				(376	)							78,293
Interest expense
Savings, checking and money market accounts			803				466				—								1,269
Time deposits			1,803				508				32				18				2,343
Borrowings			1,103				453				94				19				1,650
Total interst expense			3,709				1,427				126								5,262
Net interest income			61,733				11,800				(502	)							73,031
Provision for loan losses – noncovered			2,109				—				—								2,109
Provision (reversal) for loan losses – covered			(2,132	)			—				—								(2,132	)
Total provision (reversal) for loan losses			(23	)			—				—								(23	)
Net interest income after provision (reversal) for loan losses			61,756				11,800				(502	)							73,054
Noninterest income
Service charges on deposit accounts			5,250				239				—								5,489
Other charges, commissions and fees			5,873				359				—								6,232
Mortgage banking income			781				4,582				—								5,363
Commissions from sales of insurance and financial products			1,875				25				—								1,900
SBA consulting fees			720				—				—								720
Bank-owned life insurance income			1,012				182				—								1,194
Securities gains (losses)			3				—				—								3
Foreclosed property gains (losses) – noncovered			(793	)			(75	)			—								(868	)
Foreclosed property gains (losses) – covered			870				—				—								870
Indemnification asset income			(4,544	)			—				—								(4,544	)
Other gain (losses)			(126	)			171				—								45
Total noninterest income			10,921				5,483				—								16,404
Noninterest expenses
Salaries and employee benefits			29,319				8,680				—								37,999
Occupancy and equipment expense			5,575				1,448				—								7,023
Merger and acquisition expenses			686				585				—								1,271
Intangibles amortization			447				—				377				20				824
Other			14,893				3,296				—								18,189
Total noninterest expenses			50,920				14,009				377								65,306
Income before income taxes			21,757				3,274				(879	)							24,152
Income taxes			7,281				930				(325	)							7,886
Net income			14,476				2,344				(554	)							16,266
Preferred stock dividends			(117	)			—				—								(117	)
Net income available to common shareholders		$	14,359			$	2,344			$	(554	)						$	16,149
Basic earnings per share		$	0.72			$	0.47											$	0.68
Diluted earnings per share		$	0.70			$	0.46											$	0.67
Weighted average common shares – basic			19,852,580				5,037,000				(1,247,105	)			21				23,642,475
Weighted average common shares – diluted			20,627,012				5,042,000				(1,252,105	)			21				24,416,907